Common use of Authority; No Violations Clause in Contracts

Authority; No Violations. (a) Buyer has full power and authority to execute and deliver this Agreement and to perform Buyer’s obligations hereunder, and the execution, delivery and performance by Buyer of this Agreement has been duly authorized by all necessary corporate or other similar action on the part of Buyer. This Agreement constitutes a valid and legally binding obligation of Buyer, enforceable against Buyer in accordance with its terms, except as limited by the Bankruptcy and Equity Exception. (b) Neither the execution, delivery and performance of this Agreement or any Ancillary Agreement by Buyer, nor the consummation by Buyer of the Transactions, or compliance by Buyer with any of the terms or provisions hereof or performance of its obligations hereunder will, with or without the giving of notice, the termination of any grace period or both: (i) violate, conflict with, or result in a breach or default under any provision of the Organizational Documents of Buyer; (ii) violate any applicable Law; (iii) require any Consent to be made or obtained by Buyer; (iv) result in a violation or breach by Buyer of, conflict with, result in a termination of, contravene or constitute or will constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation, payment or acceleration) under any of the terms, conditions or provisions of any Contract or other instrument or obligation to which Buyer is a party, or by which Buyer or any of its properties or assets may be bound; or (v) result in the creation of any Encumbrance upon Buyer’s properties or assets, in each case of clauses (i) through (iv), as would not, individually or in the aggregate, reasonably be expected to materially impair or delay Buyer’s ability to promptly perform its obligations hereunder or under any Ancillary Agreement. There is no Proceeding pending or, to the knowledge of Buyer, threatened, against Buyer that, individually or in the aggregate, would reasonably be expected to prevent or materially impair or delay the ability of Buyer to perform its obligations hereunder on a timely basis.

Authority; No Violations. (a) Buyer Such Seller has full power right, power, authority and authority legal capacity to execute and deliver this Agreement and each Ancillary Agreement to which such Seller is a party, and to perform Buyersuch Seller’s obligations hereunder, hereunder and the execution, delivery and performance by Buyer of this Agreement has been duly authorized by all necessary corporate or other similar action on the part of Buyerthereunder. This Agreement constitutes and each Ancillary Agreement to which such Seller is a party constitute, or upon execution will constitute (assuming due authorization, execution and delivery by each of the other parties thereto), valid and legally binding obligation obligations of Buyersuch Seller, enforceable against Buyer such Seller in accordance with its their respective terms, except as limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar Laws affecting the enforcement of creditors’ rights or by general principles of equity, whether such enforceability is considered in a court of law, a court of equity or otherwise (the “Bankruptcy and Equity Exception”). (b) Neither the execution, delivery and performance by such Seller of this Agreement or any each Ancillary Agreement by Buyerto which such Seller is a party, nor the consummation by Buyer such Seller of the Transactions, or compliance by Buyer such Seller with any of the terms or provisions hereof and thereof or performance of its obligations hereunder and thereunder will, with or without the giving of notice, the termination of any grace period or both: (i) violate, conflict with, violate any applicable Law or result in a breach or default under any provision of the Organizational Documents of BuyerOrder; (ii) violate any applicable Law; (iii) require any Consent to be made or obtained by Buyersuch Seller which will not have been obtained at the Closing; (iviii) result in a violation or breach by Buyer such Seller of, conflict with, result in a termination of, contravene or constitute or will constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation, payment or acceleration) under any of the terms, conditions or provisions of any Contract or other instrument or obligation to which Buyer such Seller is a party, or by which Buyer such Seller or any of its properties or assets may be bound; or (viv) result in the creation of any Encumbrance upon Buyersuch Seller’s properties or assets, in each case of clauses (i) through (iv), as would not, individually or in the aggregate, reasonably be expected to materially impair or delay Buyer’s ability to promptly perform its obligations hereunder or under any Ancillary Agreementhave a Company Material Adverse Effect. There is no Proceeding pending or, to the knowledge of Buyersuch Seller, threatened, against Buyer such Seller that, individually or in the aggregate, would reasonably be expected to prevent or materially impair or delay the ability of Buyer such Seller to perform its obligations hereunder on a timely basisbasis his or her obligations hereunder or under each Ancillary Agreement to which such Seller is a party.

Authority; No Violations. (a) Buyer has full power and authority to execute and deliver this Agreement and to perform Buyer’s obligations hereunder, and the execution, delivery and performance by Buyer of this Agreement has been duly authorized by all necessary corporate or other similar action on the part of Buyer. This Agreement constitutes a valid and legally binding obligation of Buyer, enforceable against Buyer in accordance with its terms, except as limited by the Bankruptcy and Equity Exception. (b) Neither the execution, delivery and performance of this Agreement or any Ancillary Agreement by Buyer, nor the consummation by Buyer of the Transactions, or compliance by Buyer with any of the terms or provisions hereof or performance of its obligations hereunder will, with or without the giving of notice, the termination of any grace period or both: (i) violate, conflict with, or result in a breach or default under any provision of the Organizational Documents of Buyer; (ii) violate any applicable Law; (iii) require any Consent to be made or obtained by Buyer; (iv) result in a violation or breach by Buyer of, conflict with, result in a termination of, contravene or constitute or will constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation, payment or acceleration) under any of the terms, conditions or provisions of any Contract or other instrument or obligation to which Buyer is a party, or by which Buyer or any of its properties or assets may be bound; or (v) result in the creation of any Encumbrance upon Buyer’s properties or assets, in each case of clauses (i) through (iv), as would not, individually or in the aggregate, reasonably be expected to materially impair or delay Buyer’s ability to promptly perform its obligations hereunder or under any of the Ancillary AgreementAgreements. There is no Proceeding pending or, to the knowledge of Buyer, threatened, against Buyer that, individually or in the aggregate, would reasonably be expected to prevent or materially impair or delay the ability of Buyer to perform its obligations hereunder on a timely basis.

Authority; No Violations. (a) Buyer has Each of Parent and Sub have full corporate power and authority to execute and deliver this Agreement and to perform Buyer’s obligations hereunder, consummate the transactions contemplated hereby. The execution and the execution, delivery and performance by Buyer of this Agreement has by Parent and Sub and the consummation by Parent and Sub of the transactions contemplated hereby have been duly and validly authorized by all necessary requisite corporate or other similar action on the part of Buyereach of Parent and Sub. Except for the filing of the Certificate of Merger and the approval of the shareholders of Sub, no other corporate proceedings on the part of Parent or Sub are necessary to approve this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent and Sub and (assuming the due authorization, execution and delivery by the Company) constitutes a valid and legally binding obligation of BuyerParent and Sub, enforceable against Buyer Parent and Sub in accordance with its terms, except subject to the effect of any applicable bankruptcy, reorganization, insolvency (including, without limitation, all laws relating to fraudulent transfers), moratorium or similar laws affecting creditors' rights and remedies generally and subject, as limited by to enforceability, to the Bankruptcy and Equity Exceptioneffect of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) Neither the execution, execution and delivery and performance of this Agreement or any Ancillary Agreement by Buyereach of Parent and Sub, nor the consummation by Buyer either Parent or Sub, as the case may be, of the Transactionstransactions contemplated hereby, or nor compliance by Buyer either Parent or Sub with any of the terms or provisions hereof or performance of its obligations hereunder willhereof, with or without the giving of notice, the termination of any grace period or both: will (i) violate, conflict with, with or result in a breach or default under of any provision of the Organizational Documents Certificate of Buyer; Incorporation or Bylaws of Parent, or Sub, as the case may be, or (iiii)(x) violate any statute, code, ordinance, rule, regulations, judgment, order, writ, decree or injunction applicable Law; to Parent or Sub or any of their respective properties or assets, or (iiiy) require any Consent to be made or obtained by Buyer; (iv) result in a violation or breach by Buyer ofviolate, conflict with, result in a termination ofbreach of any provisions of or the loss of any benefit under, contravene constitute a default (or constitute or will constitute (any event which, with or without due notice or lapse of time time, or both, would constitute a default) under, result in the termination of or a default (or give rise to any right of terminationtermination or cancellation under, cancellationaccelerate the performance required by, payment or acceleration) under result in the creation of any lien, pledge, security interest, charge or other encumbrance upon any of the terms, conditions or provisions of any Contract note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Buyer Parent or Sub is a party, or by which Buyer they or any of its their respective properties or assets may be bound; bound or (v) result in the creation of any Encumbrance upon Buyer’s properties or assets, in each case of clauses (i) through (iv), as would not, individually or in the aggregate, reasonably be expected to materially impair or delay Buyer’s ability to promptly perform its obligations hereunder or under any Ancillary Agreement. There is no Proceeding pending or, to the knowledge of Buyer, threatened, against Buyer that, individually or in the aggregate, would reasonably be expected to prevent or materially impair or delay the ability of Buyer to perform its obligations hereunder on a timely basisaffected.

Authority; No Violations. (ai) Buyer Parent has full power and all requisite authority to execute and deliver this Agreement Agreement, to perform its obligations hereunder and to perform Buyer’s obligations hereunder, consummate the transactions contemplated hereby. The execution and the execution, delivery and performance by Buyer of this Agreement has and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate or other similar action on the part of BuyerParent. This Agreement has been duly and validly executed and delivered by Parent and constitutes a valid and legally binding obligation agreement of BuyerParent, enforceable against Buyer it in accordance with its terms, except as limited by the Bankruptcy and Equity Exception. (bii) Neither The execution and delivery of this Agreement by Parent does not or will not, as the executioncase may be, delivery and the performance of this Agreement or any Ancillary Agreement by Buyer, nor and the consummation by Buyer Parent of the TransactionsMerger and the other actions contemplated hereby will not, or compliance by Buyer with any of the terms or provisions hereof or performance of its obligations hereunder will, with or without the giving of notice, the termination of any grace period or both: (i) violate, conflict with, or result in a breach or default under Violation pursuant to: (A) any provision of the Organizational Documents Certificate of Buyer; (ii) violate any applicable Law; (iii) require any Consent to be made Formation or obtained by Buyer; (iv) result in a violation or breach by Buyer of, conflict with, result in a termination of, contravene or constitute or will constitute (with or without due notice or lapse Limited Liability Company Operating Agreement of time or both) a default (or give rise to any right of termination, cancellation, payment or acceleration) under any of the terms, conditions or provisions of any Contract or other instrument or obligation to which Buyer is a party, or by which Buyer or any of its properties or assets may be bound; Parent or (vB) result in the creation of any Encumbrance upon Buyer’s properties or assets, in each case of clauses (i) through (iv), except as would not, individually or in the aggregate, reasonably be expected have a Material Adverse Effect on Parent, subject to materially impair obtaining or delay Buyer’s ability making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to promptly perform in paragraph (iii) below, any Contract, Laws or Orders applicable to Parent or its obligations hereunder properties or assets. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity is required by or with respect to Parent in connection with the execution and delivery of this Agreement by Parent or the performance of this Agreement and the consummation of the Merger and the other transactions contemplated hereby, except for those required under any Ancillary Agreement. There is no Proceeding pending oror in relation to (A) the Exchange Act, (B) the DGCL with respect to the knowledge filing of Buyerthe Agreement of Merger and appropriate documents with the relevant authorities of other states in which the Parent is qualified to do business, threatened(C) rules and regulations of NASDAQ and (D) such consents, against Buyer thatapprovals, orders, authorizations, registrations, declarations and filings the failure of which to make or obtain would not, individually or in the aggregate, would reasonably be expected have a Material Adverse Effect on Parent. The Consents, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to prevent the foregoing clauses (A) through (D) are hereinafter referred to as the "Parent Required Consents". The parties hereto agree that references in this Agreement to "obtaining" Parent Required Consents means obtaining such consents, approvals or materially impair authorizations, making such registrations, declarations or delay the ability filings, giving such notices; and having such waiting periods expire as are necessary to avoid a violation of Buyer to perform its obligations hereunder on a timely basisLaw or an Order.

Authority; No Violations. (ai) Buyer The Company has full all requisite corporate power and authority to execute and deliver this Agreement Agreement, to perform its obligations hereunder and to perform Buyer’s obligations hereunderconsummate the transactions contemplated hereby, and subject in the execution, delivery and performance by Buyer case of the consummation of the Merger to the approval of this Agreement has by the Required Company Vote (as defined in Section 3.01(k)). The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate or other similar action on the part of Buyerthe Company, and no other corporate or shareholder proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated hereby (other than in the case of the consummation of the Merger, the approval of this Agreement by the Required Company Vote). This Agreement has been duly and validly executed and delivered by the Company and constitutes a valid and legally binding obligation agreement of Buyerthe Company, enforceable against Buyer it in accordance with its terms, except as limited by the Bankruptcy and Equity Exception. (bii) Neither the execution, The execution and delivery and performance of this Agreement by the Company do not or any Ancillary will not, as the case may be, and the performance of the Agreement by Buyer, nor and the consummation by Buyer of the TransactionsMerger by the Company and the other transactions contemplated hereby will not, result in any violation of, conflict with or compliance by Buyer with any of the terms or provisions hereof or performance of its obligations hereunder will, constitute a default (with or without the giving notice or lapse of noticetime, the termination or both) under, or give rise to a right of termination, amendment, cancellation or acceleration of any grace period obligation or boththe loss of a benefit under, or the creation of an Encumbrance on any assets of the Company or any of its Subsidiaries (any such violation, default, right of termination, amendment, cancellation or acceleration, loss or creation, a "Violation") pursuant to: (iA) violate, conflict with, or result in a breach or default under any provision of the Organizational Documents Certificate of Buyer; (ii) violate any applicable Law; (iii) require any Consent to be made Incorporation or obtained by Buyer; (iv) result in a violation By-laws or breach by Buyer of, conflict with, result in a termination of, contravene or constitute or will constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation, payment or acceleration) under any similar organizational document of the terms, conditions Company or provisions any Subsidiary of any Contract or other instrument or obligation to which Buyer is a partythe Company, or by which Buyer or any of its properties or assets may be bound; or (vB) result in the creation of any Encumbrance upon Buyer’s properties or assets, in each case of clauses (i) through (iv), except as would not, individually or in the aggregate, reasonably have a Material Adverse Effect on the Company, subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (iii) below, any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, or license to which the Company or any of its Subsidiaries is a party or by which any of them or any of their properties or assets may be expected to materially impair bound (collectively, "Contracts"), or delay Buyer’s ability to promptly perform its obligations hereunder any statute, law, ordinance, rule, regulation, whether federal, state, local or under foreign (collectively, "Laws"), or any Ancillary Agreement. There is no Proceeding pending orjudgment, order, writ, injunction or decree, whether federal, state, local or foreign (collectively, "Orders") applicable to the knowledge Company or any Subsidiary of Buyerthe Company or their respective properties or assets. (iii) No consent, threatenedapproval, against Buyer thatpermit, individually order or authorization of, or registration, declaration or filing with, or notice to, any foreign, supranational, national, federal, state, municipal or local government, any instrumentality, subdivision, court, administrative agency or commission or other authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi governmental authority (a "Governmental Entity"), is required by or with respect to the Company or any Subsidiary of the Company in connection with the execution and delivery of this Agreement by the Company or the performance of this Agreement and the consummation of the Merger and the other transactions contemplated hereby, except for those required under or in relation to (A) the aggregateSecurities Exchange Act of 1934, would reasonably be expected as amended (the "Exchange Act"), (B) the DGCL with respect to prevent or materially impair or delay the ability filing of Buyer to perform its obligations hereunder on a timely basis.the Agreement of Merger and the filing of the Certificate of Merger and other